


Breaking Point

by Jade4813



Category: Zoey's Extraordinary Playlist (TV)
Genre: F/M
Language: English
Status: Completed
Published: 2020-05-17
Updated: 2020-05-17
Packaged: 2021-03-02 22:42:13
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 9,837
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24224515
Author URL: https://archiveofourown.org/users/Jade4813/pseuds/Jade4813
Summary: When they become temporary roommates during quarantine, how many times can Zoey and Max have sex while still pretending to themselves and to each other that it Doesn’t Mean Anything?Canon Divergent wall-to-wall smutfic. Set before Zoey finds out about Max's feelings for her.)
Relationships: Zoey Clarke/Max Richman
Comments: 7
Kudos: 92





	Breaking Point

It started off innocently enough. The state was under a stay-at-home order, which should have been no big deal. At least for a little while. But the problem arose when Emily and David had to crash at Zoey’s apartment because Emily was pregnant, and that meant she was high risk. They had just bought a house – though it wasn’t _quite_ ready to move into yet before the order went into effect – but that meant the lease on their current apartment was expiring. Without the stay-at-home order, it would have been fine – a mutual friend offered to let them stay in a spare bedroom for as long as they needed. And, sure, that might have been a little _awkward_ , but it would have been fine.

But then the stay-at-home order went into effect, and they couldn’t stay with the friend. Not with Emily being so high-risk. So Zoey offered up her own place, because they could stay in her room and at least be safe. Only that left her without a place to sleep, and even though she swore she was okay sleeping on the couch, which was more like a loveseat really, of course Max protested. He insisted that she come stay with him, and when she pointed out that would leave one of them still sleeping on the couch, he countered that his was at least an _actual couch_ that a human being could actually fit on.

She didn’t have a good argument against that logic, which is what brought her to the point she’s at now. Wheeling a large suitcase through his apartment door. It may be larger than she needs, but she doesn’t know how long this situation would last, and she likes to be _prepared_.

And, okay, rooming with Max for the foreseeable future is also a little _awkward_ , but he’s her coworker and absolute best friend in the world. She’s sure it will be fine. Until it isn’t.

* * *

Everything is going great – as great as learning to cohabitate with a person you’ve never lived with and aren’t sleeping with can ever go – for the first few days. Against Zoey’s protests, Max initially insists he sleep on the couch, leaving her alone in his bed, on his ridiculously comfortable mattress. (Really, she’s going to have to ask him where he bought it, because it’s like sleeping on a cloud, his pillows are like a pile of marshmallows with just the right amount of support, and Zoey is pretty sure she could happily spend the next several weeks in his bed if it weren’t for the fear that telling him that would send him the Wrong Impression.)

But three days in, when she sees him sit up with a wince as he stretches out muscles that have been cramped from sleeping on a couch that is _fine_ to watch television on but is definitely _not_ like sleeping on a cloud, Zoey grows stubborn and digs in her heels and _demands_ he sleep in his own bed that night. He refuses as long as she says she plans to sleep on the couch instead, because she is technically his guest, and his mother raised him better than that.

Which is how they hit a stalemate and decided _both_ of them will sleep in his bed. But that is also fine, because his bed is _huge_ as well as having the most comfortable mattress in existence, and Zoey figures the two of them could sleep side-by-side in this bed for a month without ever brushing up against each other (let alone _anything more_ ). That she _does_ tell him, and he laughs that lighthearted laugh of his, but he still piles a mountain of pillows between them, just in case.

Which leaves Zoey wondering _what is he doing with all those pillows, anyway_? But she doesn’t ask, because she’s his guest, and her parents raised _her_ better than that. Even if he is her very best friend, and it is exactly the kind of thing she would have teased him about before, it’s still _different_ when she knows she’s going to be curling up in bed with him every night. Even if she’d never thought about him that way in the past, it’s still different and weird now, and it feels like it wouldn’t take much to upset the status quo. And Zoey likes the status quo, thank you very much, so she’s determined to keep it in place.

Even if she has started to _notice_ things about Max that she’d never really paid attention to before. Like how good he smells. Had she really never noticed it before, or is it just so _inescapable_ now, with the way his aftershave clings to _everything_ , including the pillow she lays her head on every night. Not to mention the mountain of pillows between them. Every so often, she’ll catch a whiff and, just for a moment, she could swear her knees go weak. But that’s absurd, she reminds herself each time. Because Max is…well, Max. He’s her friend and nothing more. Even if they are technically sleeping together. In a manner of speaking.

She’s also never realized what an amazing body he has before. Of course, in the past, he’d always had his shirt on when the two of them were together. And, to be fair, it isn’t like he keeps stripping in front of her now, all willy-nilly or anything, but they _are_ living together, and so it’s probably inevitable, really, that she’d see his bare chest at some point. At first, it’s just a quick glance or two – more like a peek, really – when she comes out of the bedroom in the morning and finds him sprawled out on the couch, the hem of his shirt hitched up slightly from all the tossing and turning he’s done the night before. And, of course, there are tantalizing glimpses when he stretches, his arms high above his head, causing his shirt to stretch provocatively across the muscles she can only imagine lay underneath.

But then they’re sleeping together – _technically_ – and he usually gets changed in the restroom, but one night he doesn’t. At least, not entirely. It’s about five days in to their cohabitation, and they’re engrossed in a conversation – or maybe a heated debate – about the various merits of Indiana Jones versus John McClane. (It’s Zoey’s opinion that Indiana could have infiltrated the Nakatomi Plaza if he had to, but John couldn’t have found the Lost Ark. But Max is of the opinion that John could have done it, if he went about it a different way than Indiana’s usual style. However, a bullwhip is an inherently impractical weapon up against a building full of so-called “terrorists” with machine guns.) Their conversation carries into the bedroom, where Max pulls off his shirt and tosses it in the dirty laundry in the midst of making some point or other, but then Zoey couldn’t have remembered his point if _she_ was facing a building full of so-called “terrorists” armed to the teeth with machine guns. Because she finds she can’t stop staring at his chest, and…oh boy.

Where did he get all those _muscles_? Did he have to special order them or something? And how had she not known they existed for so long? But Max – dear, sweet, oblivious Max – doesn’t seem to notice her preoccupation, merely grinning at her when she concedes his point. Even though she still doesn’t know what the hell point it was, not when the memory of those sculpted abs is so fresh in her mind.

Her blood is a little heated when she goes to bed that night, but she tells herself it doesn’t mean anything. It’s just the surprise of it all. Now that she’s _aware_ what’s hiding under all those black sweaters of his, she surely won’t find it so distracting.

It doesn’t take her long to realize _that_ isn’t true – or to figure out where, exactly, he’s gotten those muscles in the first place. Two days later, she walks out of the bathroom after her shower to find Max in the living room, his shirt off as he idly watches some movie or other while lifting some free weights. She doesn’t _think_ she’s made a noise, but she must have because he turns to look at her over his shoulder.

“Oh, hey,” he greets her. “You don’t mind if I do a quick workout, do you? I’ve been trying to get to the gym whenever I can around work, but, you know…” The gyms are all closed. She shakes her head – it is _his place_ , after all. She can hardly tell him he can’t work out in his own living room because it does things to her that she can’t quite explain – and he goes back to his workout. Zoey takes a seat on the couch, pretending to watch the movie with him but instead unable to keep her eyes off him as he goes from free weights to crunches to doing something with a stretchable rope that she doesn’t quite understand but finds intriguing to watch nevertheless.

As she watches, desire pools in her belly, and she presses her thighs together to try to relieve the pressure, but it doesn’t seem to help. So she tries to remind herself that this is _Max._ Her _best friend_. And she doesn’t have _those kinds of feelings_ for her best friend. At least, she never had before.

Finally – _mercifully_ – he seems to finish, and he turns to go take a shower. Zoey stands to follow him back towards the bedroom, wondering if it would breach some unwritten (or, for all she knows, meticulously documented by Emily Post many times over) code of guest etiquette if she _takes care of herself_ while he’s in the shower. He never has to know, and if he doesn’t know about it, it’s practically like it never happened.

In retrospect, she should have waited for him to at least make it to the bathroom before she tried to follow him towards the bedroom. Or, at the very least, she should have taken the opposite route around the couch. What happens instead is she tries to follow him around edge of the couch, when she gets distracted by the sight of the muscles in his back shifting under his skin as he tosses the elastic rope back into the corner. ( _Back muscles!_ Who knew she could be so distracted by _back muscles_?) She catches her foot on the leg of the couch by accident and stumbles forward with a cry, more of surprise than of pain.

Hearing her cry, Max turns and tries to catch her, which is how she lands hard against that chest she’s been so taken with the for the past hour or so. Off-balance, he staggers backward, his arm wrapping around her waist, unconsciously pulling her with him, as they both struggle to find their footing.

And then her hands, which had very innocently landed against his pectoral muscles, the rough curls of his chest hair tickling her palms, slide up his chest to his neck. Almost of their own volition. And she’s _kissing_ him, her fingers digging into the line of muscle leading from his neck to his shoulder – a muscle she’d never particularly noticed on anyone before but has suddenly found herself unable to get out of her mind.

His lips are still against hers at first, and she tastes his surprise and almost moves away. But then his hands slide under her ass, and he lifts her, turning, to press her against the bathroom door. It’s cool against her back, but he’s warm as he slides a thigh between her legs, pinning her to the door, so that he can cup her face in his hands and tilt her at just the right angle to deepen the kiss.

Zoey rocks against him, his thigh putting pressure on the area that had rather inconveniently started to ache at the sight of him, and she clutches onto him, pressing her chest against his, silently begging him for more. One hand moves to the back of his neck, her fingers toying with his hair, which is damp with sweat from his workout. He scrapes his teeth against her lower lip and presses against her, and it may have been a while since the last time she’s had sex, but she’d recognize _that_ feeling anywhere. Under his sweat pants, his erection is hard and full where it rubs against her thigh, and for one wild moment, she considers shoving down his pants and begging him to take her right there. Against the bathroom door.

Reason, thankfully ( _thankfully?_ ) prevails, and she releases him, resting her palms against his chest and exerting just enough pressure for him to stop and lift his head. “We…ah…we shouldn’t do this,” she says, as reasonably as she can when she can barely catch her breath.

His eyes are dark with desire, but her words seem to break him out of some sort of spell, because he straightens abruptly, lowering his leg from between her thighs. The sudden absence makes her want to weep, but it’s for the best, she reminds herself. “Ah, right,” he agrees, giving her shoulders a quick squeeze before stepping away. She can swear there’s a slight blush tinging his cheeks, which seems only fair because she suspects her face is as red as her hair. “That was…”

“A mistake,” she finishes for him, before he can even find the words. “I completely agree. Because we’re…”

This time, it’s his turn to finish her thought. “Just friends.” Still, they stare at each other for a long moment before Max takes another step back, allowing her plenty of room to make her escape, as he gestures toward the bathroom. “Um…I need…the shower,” he finally reminds her in a weak voice.

“Right!” she blurts and flees to the bedroom to _take care of herself_ while he’s otherwise preoccupied. Emily Post be damned.

When he leaves the bathroom some time later, they both pretend their kiss never happened. Though it’s several days before either of them are able to look the other in the eye again.

* * *

If there is one thing Zoey Clarke knows without a doubt, it’s that Max Richman is her best friend. If there’s a second thing she knows for certain, it’s that _one doesn’t have erotic fantasies about one’s best friend_. Not if one intends for them to _stay_ best friends, at any rate. Which is why it’s so damned inconvenient that she can’t seem to stop.

Which is how their lives fall into a new sort of pattern. One Zoey has absolutely no intention of ever talking about. In the morning, she gets up and watches him work out (while very much pretending _not_ to be watching him work out). After their Kissing Incident, he’d started wearing a shirt while exercised. Not that it helped, because Zoey can still see his muscles ripple under the thin fabric, and her memory – and imagination – readily supply the rest. At the end of his workout, he heads to the restroom to shower, and she ducks into the bedroom to relieve the pressure that had built as she watched him.

It’s a system that works fine, even if he’s not aware it’s even in place. She can hear the shower through the shared wall, so she knows when he’s finished. Which gives her plenty of time to _finish_ , as well. Okay, to be fair, it probably isn’t _ideal_ that she needs such regular breaks to _take care of herself_ , since she’s living with him. And, again, _technically_ sleeping with him. And he is still her best friend. That hasn’t changed. But it’s an unusual situation, and she’s making the best of things. They’re both making the best of things. Desperate times, and all that.

Though it’s a definite shift in the status quo – and Zoey is still quite firmly attached to the Status Quo As It Had Been - she tells herself they can carry on like this for the duration of their forced cohabitation. Then, when it’s done and she returns to her own apartment, her memory will eventually fade, and Max will once again be Her Best Friend and Coworker. And not Her Best Friend That She Masturbates To.

Which is all well and good, until a little less than a week later. The day starts off as usual. Max does his workout in the living room, his attention seemingly fixed on some cheesy sci-fi movie. Zoey pretends to watch while she eats her cereal, though she’s much more focused on Max’s exercise regimen (it’s leg day, which seems to involve a lot of dropping to the ground to do a pushup before jumping to his feet again).

At the end of his workout, he disappears into the restroom to take a shower, and she tosses her bowl in the sink (she can clean up _after_ ) and ducks into the bedroom to work off some frustration. Max’s workout had been more strenuous than usual that morning, and she closes her eyes to recall the way the sweat glistened against his skin as she climbs on top of the covers and spreads her legs. Some mornings, she would take the time to kick off her pants and underwear before she _took care of herself_ , but some days – like today – she’s too impatient to waste even the few seconds it would take to do so.

Closing her eyes, she lets her head fall back against the pillow as she slides her hand under the line of her pajama bottoms and underwear. She’s already wet and throbbing, and she gasps as she slides her fingers inside her folds, imagining her hands are his. Her legs fold, and she presses her heels against the mattress, using the leverage to thrust her hips against her hand, swirling her thumb against her clit as she plunges her fingers in and out.

“Max,” she gasps, remembering the temptation she’d felt a few minutes before, when she’d watched a bead of sweat slide down the side of his neck and longed to follow its path with her tongue. The way his lips had felt against hers. The warmth of his breath as his tongue plunged into her mouth. The strength in his hands and thigh as he’d lifted her, and the length and hardness of his erection as it pressed against her thigh.

She spreads her legs wider, her hands increasing the franticness of her movements, as she moans his name again. Wondering what his chest would feel like, slick with sweat, when pressed against her own. Her hips hitch upward as she imagines what it would feel like to have his mouth down there, his tongue gently teasing.

Her head arches against the pillow as she thrusts upward again, her toes digging into the comforter. She’s so close – _so close_. But that’s when she realizes she doesn’t hear the shower going, as she usually would. He can’t be finished already, could he? She gasps, her eyes flying open, and bolts upright in bed.

Max is standing there, in the bedroom doorway, watching her with wide eyes. Had she really been so aroused that she’d forgotten to close the door, even? His hands are braced on the door frame on either side of him, his eyes dark with arousal, and she can see the hard ridge of his erection through his pants. Zoey watches as the muscles in his shoulders flex and release, heaving with his ragged breaths, and realizes that her hand is still tucked inside her underwear, her fingers still lodged deep inside her.

Their eyes lock for a long minute, neither of them saying a word. Had he heard her moaning his name? Did he realize that she’d been thinking of him as she fingered herself, imagining it was his hands on her? Inside her? She doesn’t know how to ask, not without crossing that line from Best Friends to Something Else (although, really, that line has probably been crossed already).

Finally, he swallows, and she watches the Adam’s apple bob in his throat. Imagines pressing her lips against it as it moves. “I…forgot something,” he finally mumbles, but he turns and walks back to the bathroom without it, whatever it was.

Zoey remains frozen in place as she hears the bathroom door close and the water turn on. She’s still so close to the edge, though a little less desperately so than she’d been a minute before, but now she presses her thighs closed around her wrist, remembering the bulge that tented the fabric of his sweats.

Slowly, very slowly, she pulls her hand out from under her pajama bottoms to clutch the thick comforter instead. Her breaths are loud and rasping in the empty room, and she has a feeling her hand just isn’t going to cut it anymore. But does she dare do something about it?

Does she?

Can she, without crossing that line?

Swinging her legs to the side of the bed, she jumps to the floor and strides confidently towards the bathroom. Before she can change her mind. Cracking the door open with a soft creak, she slips inside, shutting it quickly behind her. She hears Max’s breaths, as loud and rasping as her own, even under the hard spray of hot water, and watches his fingers flex where they grip the top of the curtain rod.

“Zoey,” she hears him moan, and that’s enough to decide her. Stepping forward, she grabs the edge of the curtain and yanks it back just far enough to catch sight of him. He’s standing with his head bowed under the spray, one hand braced against the curtain rod, the other pumping up and down against his cock.

When the curtain sweeps back, he turns, and their eyes lock. His hand slows but doesn’t stop, and she watches the muscles in his neck work as he swallows heavily once again. Then her gaze drops to his penis, moisture glistening against its circumcised head, and moans softly when she watches his hand increase its pace once more.

Without a second thought, she steps into the shower, not even pausing long enough to remove her clothes. “Zoey,” he breathes as she reaches for him, wrapping her hand over his. Her thumb brushes against the head of his penis, and he bucks into her hand.

Max drops his hand from the curtain rod to wrap around the back of her neck, pulling her in, but she turns her head away before their lips can meet. She can’t do that, not when she’s holding his throbbing erection in her hand, thrilling at the weight and the length of it. Not and maintain the fiction they can stay Just Friends.

He releases his hold on his cock and grabs for her, tearing off her clothes and dropping them in a sopping heap on the bottom of the tub. Then his hand is on her elbow, and he’s turning her, pulling her back against him. His erection presses against the curve of her ass, and it would be easy – so easy to lean forward and invite him inside.

But, no. They’re friends. Just friends. Best friends. And maybe best friends can share the occasional ill-conceived kiss. And masturbate to thoughts of each other. And – she reaches around and wraps her hand around him, resuming her exploration of his hardness once more – even give each other the occasional hand job in the shower. But they absolutely draw the line _there_. No matter what, they _do not fuck_.

He moans in her ear as she slides her fingers down, running through the springy curls that cover the base of his erection. Testing the weight of his balls as she cups them in his hand. But his hands are just as eager to explore her body as she is to explore him. He pulls her hard against him, his thumbs rubbing circles around her nipples until she arches into his hands. She’d never found her breasts to be all that sensitive in the past, if she was being perfectly honest, but the things he’s doing to her…she might have to revisit that assessment.

Her hand tightens around the base of his cock and she starts to pump him, her movements smooth and sure. And then he slides a hand between her thighs, teasing at her curls. She lifts one leg, rests it on the side of the bathtub, and his fingers delve inside her. Max sucks lightly on the side of her neck as he explores her with his hands, and she presses her hips against his palm, desperate for him to go deeper. He thrusts two fingers into her. Then three. In and out, his hand meeting the same rhythm as hers.

“Max,” she moans, and he’s breathing her name into her ear, his breath hot against her neck. Then he jerks, his cock twitching, and cums into her hand. Zoey keeps stroking him, slower now, as he presses his thumb against her clit. Flicking it just so, just the right way, to cause her thighs to tremble as she reaches her own orgasm. Her back arches, ass pressed against him, as she presses against his hand.

In the aftermath, they stand in silence as their breathing slows. The water is rapidly cooling, and Zoey doesn’t know what to say. So, finally, she ducks, awkwardly scooping her soaked pajamas into her arms, and races back to the bedroom.

When Max leaves the bathroom a short time later, she’s standing in the kitchen. It’s a bit of a stalemate, neither of them knowing what to say. Unable to even look at each other. Finally, staring at a spot six inches above his left shoulder, she offers, “So…um…we’re friends, right?” _Just_ friends, is what she wants to say, but she isn’t strong enough to say the words.

“Of course,” he murmurs, the sound of his voice sending a jolt of pleasure down her spine as she remembers the way he had sounded when he moaned her name. Zoey nods, fleeing to the relative safety of the bedroom. She can’t watch him work out anymore. And neither of them can look each other in the eye, but when she’s brushing her teeth later that evening, she sees a small bruise on the side of her neck, left behind by his mouth.

* * *

Max is in the kitchen, making breakfast, the next time she finds the strength to face him again. Before leaving the bedroom, she changes into a sun dress, wanting to feel like things are normal between them. And things aren’t normal between them when she’s dressed in pajamas.

He throws her a quick smile as she steps into the living room, seemingly as determined as she to act as though nothing has changed. “Hey, I’m making pancakes. Want some?”

“Sure,” she agrees with a faint smile. “Thanks.” She watches as he moves around the kitchen with the confidence of a man who knows what he’s doing there (more than she does, at any rate, not that it takes much). Desperate to get things back to normal, she decides she should help him set the table, so she steps into the kitchen to grab some silverware. “Juice?” she asks, lifting up the container, and she grabs a second glass when he gives a brisk nod.

This is fine. This is normal. Sure, she can only seem to speak in one-word sentences. But there’s nothing particularly concerning about that. She puts the orange juice on the counter and turns to grab some napkins, crashing into him as he moves behind her to grab some more butter out of the fridge.

She should move away. She knows she should. They have just started talking to each other again, they can _almost_ look each other in the eye. She’s tempting fate, staying close to him like this. But he’s so solid and warm, and she swears she can feel the ridge of his muscles under her palms. And she doesn’t want to move away.

“I -” she tries, seeking for the blithe words that will break the spell of this moment, take them back to the place they used to be. Take them back to _just friends_. But the words don’t come, and her eyes lift to his, and she sees something there that she never noticed before. Or maybe she did, and she didn’t want to admit it. He looks down into her eyes like she’s the most beautiful thing he’s ever seen – has ever wanted to see – and she fists the fabric of his shirt in her hands and pulls herself up against him, the hard metal of his belt buckle digging into her stomach.

“Max, please,” she breathes, and then his mouth is on hers and, _oh god_ , it’s even better than she remembered. His mouth and his tongue and his _teeth_ …he presses his tongue against the pulse beating at the base of her neck, and she lets out a small moan of need. That seems to be enough to break his control, because suddenly, his hands are on her hips and he’s lifting her to perch on the edge of the counter.

The pancakes are completely forgotten – Zoey thinks she might have even sent the bowl of batter flying at some point, when she leans back and braces her weight on her palms – as Max steps between her thighs. She wants this, god how she wants this, but she still doesn’t know what _this_ is or how to define it. Whatever it is, it’s just _not enough_. Then his head is between her thighs, his tongue stroking her through the fabric of her underwear, and she’s fisting her hands in his hair to pull him closer. He grabs her underwear between his teeth and – _are they really going to do this? Yes, they are_ – she lifts her hips off the counter so he can pull them down her legs. Then she discovers that her imagination had nothing on the reality of his mouth on her. Insider her. His teeth teasing her clit, his tongue plunging inside her.

“Please,” she hears herself beg, though she doesn’t quite know what she’s asking for. For him to continue? To thrust his cock inside her, further than his fingers and tongue can reach? Or for him to stop, to take things back to the way they used to be. Back when they were _just friends_.

Then again, if _just friends_ can give each other hand jobs in the shower, surely they can eat each other out on the kitchen counter without upsetting the status quo too much. (She almost giggles when she realizes they’re going to have to sterilize the Formica surface before they attempt to make food there again, but his mouth is doing things to her that makes it hard to breathe, let alone laugh.)

She comes with a cry, her thighs tightening around his head, and gasps for air as she stares up at the ceiling. Max braces his hands on either side of her, leaning in. “Zoey, I want to be inside you right now,” he growls, his voice hoarse and raspy. “So if that’s not something you want, I’m going to need a few minutes alone.”

Her eyes widen as she remembers that _just friends absolutely do not fuck_ , and that’s exactly what he wants – and what she wants him to do – right now. Hopping off the counter with a sheepish apology, Zoey escapes to the living room, leaving her underwear behind her on the kitchen floor. She hears the sound of running water, the loud thunk of ice hitting the side of the tray, and when Max steps into the living room a short time later, his hair is damp from where he ran his head under the faucet.

They don’t have pancakes, in the end. And they don’t talk about why they don’t have pancakes. But Zoey finds herself mesmerized by his hands, staring at them when she can’t look him in the eye. Remembering how the felt moving inside her. As she’s changing for bed later that night, she finds streaks of pancake batter on her inner thighs and almost moans aloud at the memory of how they got there.

And still, they sleep in the same bed, a mountain of pillows between them.

* * *

Two nights later, Zoey turns off the television and lifts herself from the couch, stretching. She and Max had painstakingly tiptoed around each other since the Kitchen Incident, not saying much to each other and certainly nothing of consequence. It’s early, but she’s tired, and so she thinks she might head to bed, except Max is working on his laptop in his favorite chair next to the couch.

Over the course of the evening, she had found herself watching him more than she’d watched the television, his face illuminated by the faint glow of the screen. As she stands, he lifts one leg to rest his ankle on his other thigh, bracing his laptop in the curve of his leg.

“I think I might head to bed early,” she offers, and he gives her a brief nod. But that’s when she notices that he’s watching her, too. Maybe he’s been watching her this whole time, unable to tear his eyes from her as much as she has been from him. To test her theory, she gives one more long, luxurious stretch, lifting her arms towards the ceiling and tilting her head back as though to work out the kinks in her neck. When she glances down again, she sees Max staring at her, at the little patch of bare skin that’s revealed when the hem of her shirt rides up, like it holds the secrets of the universe.

And then Zoey is kneeling before him. The hard wood of his floor is smooth under her knees as she grabs his ankle and gently guides it to the floor. His laptop, forgotten as he stares at her, falls heedlessly to the ground with a loud crack, but they barely notice as she reaches for the button of his pants.

He doesn’t ask if she’s sure, as she tugs his pants and underwear down his legs, freeing his erection. He just watches her with those dark brown eyes of his, eyes that watch her every move and see too much. She wraps her lips around the head of his penis, sucking him gently into her mouth, and hears his sharp hiss of breath, exhaled through his teeth. His hands are gentle in her hair as he guides her down onto him, even as his hips roll towards her.

“Zoey,” he breathes, releasing her head, and she hears the sound of his hands gripping the leather arms of the chair when she runs her tongue along his shaft before swirling it around the head of his penis again, tasting his pre-cum. She’s never felt particularly confident at this – at giving head – but when she looks up at Max through her eyelashes, she sees that his head’s thrown back, giving her a perfect view of the corded muscles in his neck, and she thinks maybe she’s not so bad at this after all. The realization makes her feel powerful, and she switches up her technique, pressing kisses along his shaft as she presses her thumb along the vein that runs along its length. Making a mental note of which actions seemed to give him more pleasure, the better to tease him.

Lifting her mouth off the him, she blows a warm breath across the tip of his cock, causing him to jerk under her again. And then she draws him into her mouth again, stroking the base of his shaft with one fist while she sucks him off. “Zoey,” he groans through gritted teeth. “I-I can’t -”

She knows what he’s trying to say, but she doesn’t release him, though she does brace herself for the warm flood of cum as it pours into her mouth. His cock jumps in her hand, but she clamps her lips around him and swallows quickly, twirling her tongue around its head until he relaxes beneath her.

Then, swallowing one last time, she releases him and stands, grabbing the blanket off the couch to wrap around her. She’d felt so powerful a moment ago, but now she just feels shy and uncertain, knowing the _status quo keeps changing_ between them, but unsure what to do about it. Or even if she should do something about it.

 _Because just friends don’t fuck, and they probably don’t give each other head in the living room. Just friends probably don’t eat each other out on the kitchen counter, either._ But she just keeps moving that goal post so she doesn’t have to admit that the status quo is blown completely to hell.

“Anyway,” she says lamely, wrapping herself in the blanket and looking at the wall, the ceiling, anywhere but at _him_. “I’m off to bed.”

She readjusts Pillow Mountain as she climbs under the covers, making sure it’s firmly in place. Because, sure, they can give each other hand jobs in the shower and oral sex everywhere else in the apartment, but as long as they don’t have sex _here_ – in _Max’s bed_ – then she can pretend that the rest of it doesn’t mean anything, and they’re still _just friends_.

* * *

Zoey’s hands are damp, slipping against the couch leather as she digs her fingers into the back and tries to hold on as Max thrusts into her from behind. He’s usually so gentle with her, but tonight isn’t the night to be gentle and they both know it. The force of his thrusts causes her to lose her grip on the sofa back, and she stumbles forward, leaning over to dig her hands into the cushions instead.

His fingers are digging into her hips, leaving red circles in her skin when he releases her, but she doesn’t care. Neither does she care that her legs are slamming into the bar at the back of the couch with every thrust, hard enough that she’ll probably have a bruise later. She’s pushing back against him, meeting him thrust for thrust, his name a needful wail either on her lips or just in her mind, she isn’t sure. She can’t catch her breath, doesn’t want to catch her breath. She just wants him inside her. Harder. Faster. She doesn’t want this to end.

 _Just friends don’t fuck_ , she reminds herself as the two of them fly over the invisible, unspoken line they’d tacitly drawn in the sand. But this isn’t _fucking_ , surely. This is…something else. It has to be something else, because they’re doing it, and she wants to keep doing it. And they’re still _just friends_. They have to still be _just friends_ because anything more is messy. It’s complicated. But this? _This_ is simple and straightforward, just mind-shattering pleasure as she feels his cock fill her, stretch her, as he thrusts into her over and over.

They haven’t even taken off their clothes, and she’d love to say she has no idea how they came to this place – this place she swore they would never come – but that would be a lie. Because she was there in bed with him that morning, when she felt him roll over onto his back and shift with the kind of deliberation that only came with conscious thought. He was awake, so she pretended to still be asleep and didn’t move when she felt the covers move, shifting as he reached into his pants and began to stroke himself slowly. Suspected he was thinking of her as he did, and remembered the feel of his cock in her own hand.

She pretended to be asleep, but she wondered if he heard the raggedness of her breathing as she pressed her legs together, biting back a moan at the thought of his hands – his beautiful hands – running over her skin. His mouth on her breasts. His cock filling her. He stilled when she gasped, muttering a curse under his breath as he stopped and arose from bed, moving into the living room to begin his daily exercises.

And this time, she followed him, for the first time since the Kissing Incident. She didn’t even pretend her attention was diverted as she watched him work out, noticing for the first time the erection that tented his pants as he pushed himself to the brink of exhaustion. His body equally as frustrated as hers, equally as longing. He had torn off his shirt as he worked, and sweat trickled between his shoulder blades as she walked up behind him. Zoey had given into the temptation to rest her hand against his back as she leaned forward to lick away a droplet that hovered along the curve of his spine, and he sucked in a deep breath, spinning around to grab her wrist tightly in his. Too tightly for her to escape, but not quite tight enough to hurt.

“Zoey,” he said, his voice a clear warning, and the look in his eyes was _dangerous_. She watched as his gaze swept over her body, and she knew that he was picturing what she looked like under threadbare NASA shirt and light cotton pants. She yanked her arm forward, not to pull him away but to drag him along with her as she moved behind the couch. He released her wrist, but she didn’t back away, daring him silently with her eyes as she reached out and pressed her palm against his stomach, instead.

He reached for her, going in for a kiss, but she turned her head away again. So instead, he spun her around, and she grabbed blindly for the back of the couch as he shoved her pants and underwear down her legs. She spread her legs for him, leaning forward to make sure her hips were at the correct angle as he dug his fingers into her thighs and thrust inside her with a cry of triumph.

Which brings them back to this moment, when his hips are pounding against hers and she hears his voice whisper words her brain is too overwhelmed to make out. She thinks she hears her name, and maybe the word _fuck_ – more than once, actually – but she doesn’t care as her hands grip the sofa cushions as hard as they can, her back protesting at the odd angle and she meets every thrust with a roll of her hips.

 _Max…Jesus…fuck…_ Maybe it’s not Max whispering expletives. Maybe it’s her. Hell, maybe it’s both of them, she thinks as an orgasm washes over her and she collapses into the couch cushions. A moment later, Max follows, his weight almost crushing her, but she doesn’t mind as he presses warm, soothing kisses against the nape of her neck. It doesn’t matter whose words they were. The two of them can say it all they want, as long as they don’t _do_ it. But that means she’s going to have to find a new invisible line to draw in the sand. And maybe a new word for what they’re doing, because it certainly feels a lot like _fucking_ to her.

* * *

They’re no longer avoiding each other. No longer trying to pretend nothing is going on. They just keep it out of the bedroom, because the one time Max reached for her there, she pulled away. It’s important to her, that they maintain this one arbitrary line in the sand. That they continue to pretend that they’re still _just friends_ – or even that they could be. She doesn’t know if he understands, and he doesn’t ask, but he also doesn’t push her.

But the Couch Incident seems to have broken whatever measure of restraint they’d managed to maintain between them, because they can’t seem to get enough of each other. Every room in the apartment is christened, save the one, and it’s amazing how quickly things can turn on a dime from Zoey joking with him playfully ( _like she always does_ ) to him lifting her in his arms and pinning her against the refrigerator, the wall, the front door, the floor, the couch, even the kitchen table. His mouth hot against her neck as he thrusts into her.

At other times, he’s tender, pausing on his way past her to bend and press his lips against hers in a long, lingering kiss. During those moments, he’s careful not to touch her, save for occasionally cupping her face in his hands. When he finally releases her from these kisses, she can’t breathe any easier than she can when he’s pounding into her, particularly when he throws her a soft smile and continues on by as if nothing interesting – or _earth-shattering_ – has just happened.

It’s two weeks after the Couch Incident when she wakes up and finds him still in the bedroom, getting ready for his workout. She sits up, enjoying the sight of him as he bends to pick something up off the floor, and the movement seems to catch his attention, as he turns to throw her a smile over his shoulder.

Without a word, he stands, approaching her, and she catches her breath when he leans over her on the bed. His lips are inches from her own when she puts her hand on his chest, stopping him. “Max, no. Not here.”

She can see the confusion in his eyes, recognizes the hurt that follows, and her heart twists as he gives her a quick nod and stands, walking into the other room. She doesn’t know how to explain her arbitrary line in the sand to him, not when she’s not sure she can really understand it herself. She just knows that she needs it, needs the illusion that there’s one area where things remain simple and uncomplicated and _just friendly_ between them.

But she can’t get the memory of the hurt in his eyes out of her mind, so when she hears him move into the bathroom, shutting the door behind him, she jumps out of bed and races to follow. Stepping inside, she strips out of her clothes before pulling back the shower curtain to join Max under the hot water. His gaze is guarded as she grabs the bar of soap, lathering up her hands before running them across his chest, down his stomach, to his cock. He grows hard in her hand as she strokes him, and she sighs with pleasure when he wraps his arms around her and eases into her embrace.

She doesn’t know what _this_ is between them, but she understands it. She rests her arms on his shoulders, trying to get leverage as she tilts her hips towards him, aching to have him inside her. He chuckles against her collarbone, his teeth and beard stubble scraping against her skin, at the reminder that she’s too short to manage this on her own.

“Hold on tight,” he growls in her ear, grabbing her thighs and lifting her. Her legs wrap around his hips as he turns, pressing her against the tile wall. The wall is wet, a little frightening with its slickness, and she’s a little scared he’ll lose his footing as he pounds into her, but not scared enough to stop. She wraps one arm around his neck, pressing the other against the adjoining wall for balance, and licks the warm droplets of water off his chin. The closest she dares come to his mouth.

To her relief, he doesn’t fall.

* * *

It’s a day after the Second Shower Incident, and Zoey really would have thought she’d be tired of Max by now, or at least they’d be running out of steam on this… _whatever_ it is they’re doing, but she finds herself yearning for him every bit as much now as she had that first day, when he’d pressed her against the bathroom door and slid a thigh between her legs.

So, feeling flirtatious, she walks into the room, her hair still wet from the shower, to see Max stretched out on the couch as he watches television. But his attention is on her as she steps in front of him, dressed in nothing but a towel. His eyes are both dark and suspiciously bright as she throws her leg over his hips, straddling him.

Max lifts his weight up onto his arms, and he grabs the tuck in her towel with his teeth, giving it a quick tug. Then his mouth is on her breasts as the towel slips off of her and falls off to the floor. His hand is strong against the small of her back as he pulls her down, sucking her breast into his mouth to scrape her nipple with his teeth.

She lifts her weight onto her knees, repositions herself, and lowers herself onto him, and then she’s gripping the arm of the couch as she sets the pace. Her knees slide on the leather – she really needs to talk to him about getting a couch made of some sort of actual fabric – but it doesn’t slow her rhythm, and he curves his hands under her ass and helps steady her as she rides him.

“Zoey,” he breathes, wrapping his hand around the back of her neck, trying to draw her mouth to his. Again, she looks away, because it’s easier this way. She can kiss him or she can fuck him, but she can’t do both at the same time because that feels like it Means Something, and she’s not sure what that is. Or even if she wants that.

Although he’d always let her turn away in the past, this time he stops, releasing his hold on her ass to grab her shoulders instead. “Zoey,” he says in a firm voice. “Zoey, stop.”

It’s the first time he’s ever told her to stop and so she does, somewhat astonished that he would do so when she _knows_ he wants this as much as she does. She can _feel_ it. For a moment, she wonders if this is just another one of the unspoken games they’ve been playing back and forth since she first moved in with him ( _temporarily_ , of course). But his eyes are serious, and it doesn’t seem to be a game, since he lifts her off of him and sits up, shaking his head when she would reach for him again.

“I can’t do this,” he says in a heavy voice. “Whatever _this_ is. I’ve been trying to figure out what it is that you want, and I just don’t know anymore. So here’s what _I_ can do. I can either go all in. Or I can stop now and _this_ – all of it – is over. But I can’t go just halfway, and halfway seems to be what you’re looking for.”

She doesn’t say anything, doesn’t know how to respond, so he just shakes his head and stands, going into the bedroom and shutting the door.

* * *

For four, torturous days, things go back to the way they had been, before. Before their first, impetuous kiss. Before she found out what he could do with his hands and his mouth and his thighs and his cock. Before she learned what he tasted like, or grew used to the scrape of stubble against her inner thighs.

He’s still Max. Still her best friend. Kind, caring, considerate, and polite. Perhaps a little distant, but that’s to be expected, with what they’ve shared between them. The point is, except for those moments when she looks over at him and catches him watching her with those dark eyes that show so much and so little, at the same time, things go back to the status quo.

She realizes she hates the status quo. She misses the press of his lips against hers, the caress of his tongue as it delves into her mouth. She misses the touch of his hands against her bare skin, the warmth of his mouth against her neck, the fullness of him inside her.

She can have that again, she knows. All she has to do is accept that they aren’t _just friends_. Haven’t been _just friends_ in some time. Probably not since their first Shower Incident. Maybe not since their first kiss, but perhaps things had changed between them before even then.

Of course, it doesn’t really matter _when_ things changed between them. What matters is that they _did_ , and she can’t try to pretend it never happened, but she can’t go back to the way things used to be. Before she _knew_.

So the next morning, when Max arises early and gets ready to go work out in the living room, Zoey sits up in bed. She knows he’s aware that she’s awake, but he doesn’t look her way. Crawling out from under the covers, she kneels on the mattress, and when he turns to leave the room, she says his name. One syllable, softly spoken, breaking the silence filled with all the unspoken things between them.

“Max.”

He hesitates, and she can’t see his face – his back is to her – but she can _tell_ he’s debating what to do. He can pretend he didn’t hear her, go into the other room, and lift weights until his body is hopefully too exhausted to ache for her. (Not that such strenuous activity has stopped it before.) But he doesn’t. Instead he turns to face her, his shoulders stiff with tension. “Zoey?”

She reaches for him, and though his eyes are guarded, he steps towards her and takes her hand. He isn’t going to meet her halfway on this one. She has to do it – all or nothing. So she pulls him towards her and rests her hands on his shoulders.

“I don’t know what this is,” she admits in an undertone, rising up on her knees so that she’s looking down on him, for a change. “But I’ve figured out what I want.”

“And what’s that?” he asks, his gaze still shuttered, but with a tiny bit of hope leaking into his tone.

“I want you to come back to bed.” Before she can second-guess herself, she leans down and kisses him, her hands pulling at his shirt until she yanks it over his head and tosses her aside. Max’s mouth is hot, greedy, as he kisses her lips and then the arch of her neck as she tilts her head backward. He grabs her poor, beleaguered NASA tee in one hand and yanks it off, and then he’s pushing her back on the bed, his body covering her. Pillows go flying as Zoey sweeps outward with one arm, demolishing the mountain of pillows that had stood guard between them, and she feels him smile against her breast when she strains to try to reach the last one, which had escaped her moment of destruction. She huffs, leaning over and straining in an effort to reach it, its presence more an irritant than a hindrance, as though it’s symbolic of the wall she’d tried to erect between the two of them.

Max stretches out with one arm – his arms are longer than hers – and sends it flying. And then he’s rolling over, pulling her on top of him, her legs spreading naturally to wrap around his thighs. This is a first for her, for the two of them. Not the first time they’d had sex, to be sure, but it is the first time they’d done so with the awareness (and acceptance) that it might Mean Something. She knows she should take it slow, ease into this… _whatever_ they are now, but her body is impatient for him.

They can talk about it later. Analyze it later. _Define_ it later. But for now, she grabs at his pants, shoving them down his legs. Unwilling to separate from him even long enough to remove her own underwear, she shoves them to the side and lowers herself down on him, pausing when she feels him fill her completely.

And then she’s moving on him, his hands and mouth caressing her breasts as she rides him. Her hands dig into the muscles of his arms, his shoulders, his chest as she rotates her hips against him. Then he slides a hand between her thighs and teases her clit with his thumb while she presses against him, and she leans back, opening herself to him as she braces her hands on the mattress and grinds her pelvis into his.

She’s so close to the edge – _so close_ – but she isn’t ready yet. Grabbing his wrist, she pulls it away, letting out only the smallest whimper at the sudden absence of his fingers. And then he sits up, his bare chest pressing against hers, and rocks into her, driving deeper and deeper with each thrust. Zoey bites her lip, determined to make him come first, and he does so with a loud exhale, his mouth crushing against hers as she swallows his moans.

Then he lays back on the mattress, sliding his hand between her thighs to tease her once more as she continues to ride him, and she lets him this time. When she comes, she bends down and sinks her teeth gently into the curve of his neck where it meets his shoulder, into the muscle that had first caught her attention and – in her mind – started off this whole mess.

And then she’s laying in his arms, the two of them struggling to catch their breath as she rests her head against the curve of his shoulder and ponders the spectacular manner in which they’ve thoroughly shattered the status quo. (And what’s the opposite of ‘status quo’ anyway, part of her mind wonders idly. The ‘insignificance quid’?)

She still doesn’t know what _this_ is. They aren’t _just friends_ , but then what are they? What does she even want them to be? She doesn’t know, but she eases into the realization that they don’t have to have an answer to that question right now. For now, she’s falling asleep in Max’s arms, her head pillowed against his chest.

And somehow, as she drifts back off to sleep, she begins to hear a voice that sounded remarkably like Max begin to sing. _“This morning, I woke up with this feeling I didn’t know how to deal with. And so I just decided to myself I’d hide it to myself, and never talk about it. And did not go and shout it when you walked into the room. I think I love you. I think I love you, so what am I so afraid of? I’m afraid that I’m not sure of a love there is no cure for. I think I love you; isn’t that what life is made of? Though it worries me to say that I’ve never felt this way…”_


End file.
